x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2016. |
¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 77-0312442 (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |
PART I - FINANCIAL INFORMATION | ||
Item 1. Financial Statements | ||
Condensed Consolidated Balance Sheets at June 30, 2016 (unaudited) and December 31, 2015 | ||
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 | ||
Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2016 | ||
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 | ||
Notes to unaudited Condensed Consolidated Financial Statements | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. Controls and Procedures | ||
PART II - OTHER INFORMATION | ||
Item 1. Legal Proceedings | ||
Item 1A. Risk Factors | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 3. Defaults Upon Senior Securities | ||
Item 4. Mine Safety Disclosures | ||
Item 5. Other Information | ||
Item 6. Exhibits | ||
Signatures |
June 30, 2016 | December 31, 2015 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash | $ | 1,480 | $ | 1,764 | |||
Accounts receivable, net | 2,153 | 2,698 | |||||
Prepaid expenses and other current assets | 855 | 553 | |||||
Total current assets | 4,488 | 5,015 | |||||
Property and equipment, net | 2,525 | 2,986 | |||||
Goodwill | 9,825 | 9,825 | |||||
Intangibles, net | 1,744 | 2,178 | |||||
Other assets | 11 | 30 | |||||
Total assets | $ | 18,593 | $ | 20,034 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 8,843 | $ | 400 | |||
Accounts payable | 106 | 385 | |||||
Accrued expenses and other liabilities | 1,181 | 1,492 | |||||
Accrued dividends | 41 | 36 | |||||
Accrued sales taxes and regulatory fees | 700 | 441 | |||||
Total current liabilities | 10,871 | 2,754 | |||||
Long term liabilities: | |||||||
Deferred tax liability | 383 | 309 | |||||
Long term debt, net of current portion | 1,781 | 10,588 | |||||
Total long term liabilities | 2,164 | 10,897 | |||||
Total liabilities | 13,035 | 13,651 | |||||
Commitments and contingencies (see Note 10) | |||||||
Stockholders’ equity: | |||||||
Preferred stock, Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized, 32 shares issued and outstanding and liquidation preference of $237 at June 30, 2016 and December 31, 2015 | 100 | 100 | |||||
Common stock, $.0001 par value; 150,000,000 shares authorized; 36,059,000 issued and 35,855,000 outstanding at June 30, 2016 and 35,889,000 issued and 35,710,000 outstanding at December 31, 2015 | 4 | 4 | |||||
Treasury stock, 204,000 and 179,000 shares at June 30, 2016 and December 31, 2015, respectively | (219 | ) | (206 | ) | |||
Additional paid-in capital | 179,746 | 179,242 | |||||
Accumulated deficit | (174,073 | ) | (172,757 | ) | |||
Total stockholders’ equity | 5,558 | 6,383 | |||||
Total liabilities and stockholders’ equity | $ | 18,593 | $ | 20,034 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenue | $ | 5,088 | $ | 6,528 | $ | 10,606 | $ | 13,691 | |||||||
Operating expenses: | |||||||||||||||
Cost of revenue (exclusive of depreciation and amortization) | 3,120 | 3,704 | 6,579 | 7,653 | |||||||||||
Research and development | 302 | 335 | 589 | 633 | |||||||||||
Sales and marketing | 225 | 431 | 505 | 1,139 | |||||||||||
General and administrative | 1,104 | 1,386 | 2,344 | 2,789 | |||||||||||
Impairment charges | 25 | 9 | 25 | 134 | |||||||||||
Depreciation and amortization | 508 | 560 | 1,054 | 1,115 | |||||||||||
Total operating expenses | 5,284 | 6,425 | 11,096 | 13,463 | |||||||||||
Income (loss) from operations | (196 | ) | 103 | (490 | ) | 228 | |||||||||
Interest and other expense, net | 375 | 372 | 755 | 731 | |||||||||||
Loss before income taxes | (571 | ) | (269 | ) | (1,245 | ) | (503 | ) | |||||||
Income tax expense | 34 | — | 71 | — | |||||||||||
Net loss | (605 | ) | (269 | ) | (1,316 | ) | (503 | ) | |||||||
Preferred stock dividends | 3 | 5 | 6 | 10 | |||||||||||
Net loss attributable to common stockholders | $ | (608 | ) | $ | (274 | ) | $ | (1,322 | ) | $ | (513 | ) | |||
Net loss attributable to common stockholders per share: | |||||||||||||||
Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.01 | ) | |||
Weighted average number of shares of common stock: | |||||||||||||||
Basic and diluted | 35,492 | 35,400 | 35,474 | 35,466 |
Series A-2 Preferred Stock | Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||
Balance at December 31, 2015 | 32 | $ | 100 | 35,889 | $ | 4 | 179 | $ | (206 | ) | $ | 179,242 | $ | (172,757 | ) | $ | 6,383 | |||||||||||||||
Net loss | — | — | — | — | — | — | — | (1,316 | ) | (1,316 | ) | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | 528 | — | 528 | |||||||||||||||||||||||
2014 Plan equity issuance costs | — | — | — | — | — | — | (18 | ) | — | (18 | ) | |||||||||||||||||||||
Issuance of restricted stock | — | — | 170 | — | — | — | — | — | — | |||||||||||||||||||||||
Preferred stock dividends | — | — | — | — | — | — | (6 | ) | — | (6 | ) | |||||||||||||||||||||
Repurchase of common stock | — | — | — | — | 25 | (13 | ) | — | — | (13 | ) | |||||||||||||||||||||
Balance at June 30, 2016 | 32 | $ | 100 | 36,059 | $ | 4 | 204 | $ | (219 | ) | $ | 179,746 | $ | (174,073 | ) | $ | 5,558 |
Six Months Ended June 30, | |||||||
2016 | 2015 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (1,316 | ) | $ | (503 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 1,054 | 1,115 | |||||
Bad debt (recovery) expense | (9 | ) | 1 | ||||
Amortization of deferred financing costs | 36 | 45 | |||||
Stock-based compensation expense | 528 | 336 | |||||
Impairment charges | 25 | 134 | |||||
Deferred tax provision | 74 | — | |||||
Increase (decrease) attributable to changes in assets and liabilities: | |||||||
Accounts receivable | 554 | (83 | ) | ||||
Prepaid expenses and other current assets | (302 | ) | 341 | ||||
Other assets | — | 27 | |||||
Accounts payable | (280 | ) | (572 | ) | |||
Accrued expenses and other liabilities | (52 | ) | 128 | ||||
Net cash provided by operating activities | 312 | 969 | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (183 | ) | (825 | ) | |||
Proceeds from sale of equipment | — | 3 | |||||
Net cash used in investing activities | (183 | ) | (822 | ) | |||
Cash flows from financing activities: | |||||||
Principal payments for capital lease obligations | — | (30 | ) | ||||
Principal payments under borrowing arrangements | (400 | ) | (300 | ) | |||
Proceeds from issuance of common stock | — | 18 | |||||
Payment of equity issuance costs | — | (3 | ) | ||||
Purchase of treasury stock | (13 | ) | (139 | ) | |||
Net cash used in financing activities | (413 | ) | (454 | ) | |||
Decrease in cash and cash equivalents | (284 | ) | (307 | ) | |||
Cash at beginning of period | 1,764 | 1,938 | |||||
Cash at end of period | $ | 1,480 | $ | 1,631 | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid during the period for interest | $ | 563 | $ | 642 | |||
Non-cash investing and financing activities: | |||||||
Preferred stock dividends | $ | 6 | $ | 10 | |||
Accrued capital expenditure | $ | — | $ | 68 | |||
Recognition of prepaid equity issuance costs as additional paid-in capital | $ | — | $ | 134 |
June 30, 2016 | December 31, 2015 | ||||||
Accrued compensation | $ | 149 | $ | 247 | |||
Accrued communication costs | 69 | 180 | |||||
Accrued professional fees | 33 | 133 | |||||
Accrued interest | 485 | 332 | |||||
Other accrued expenses | 128 | 227 | |||||
Deferred rent expense | 80 | 89 | |||||
Deferred revenue | 58 | 105 | |||||
Customer deposits | 179 | 179 | |||||
Accrued expenses and other liabilities | $ | 1,181 | $ | 1,492 |
June 30, 2016 | December 31, 2015 | ||||||
Main Street Term Loan, net of unamortized debt discount based on an imputed interest rate of 12%; $157 at June 30, 2016 and $192 at December 31, 2015, respectively. | $ | 8,843 | $ | 8,808 | |||
Main Street Revolver | — | 400 | |||||
SRS Note, net of unamortized debt discount based on an imputed interest rate of 12%; $4 at June 30, 2016 and $5 at December 31, 2015, respectively. | 1,781 | 1,780 | |||||
10,624 | 10,988 | ||||||
Less current maturities | (8,843 | ) | (400 | ) | |||
Long-term debt, net of current portion | $ | 1,781 | $ | 10,588 |
Outstanding | Exercisable | ||||||||||||
Number of Shares Underlying Options | Weighted Average Exercise Price | Number of Shares Underlying Options | Weighted Average Exercise Price | ||||||||||
Options outstanding, December 31, 2015 | 1,269 | $ | 1.98 | 960 | $ | 1.99 | |||||||
Granted | — | — | |||||||||||
Exercised | — | — | |||||||||||
Expired | (22 | ) | 1.77 | ||||||||||
Forfeited and canceled | (14 | ) | 1.36 | ||||||||||
Options outstanding, June 30, 2016 | 1,233 | $ | 1.99 | 1,086 | $ | 2.00 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
General and administrative | $ | 90 | $ | 97 | $ | 184 | $ | 199 | |||||||
$ | 90 | $ | 97 | $ | 184 | $ | 199 |
Restricted Shares | Weighted Average Grant Price | |||||
Unvested restricted shares outstanding, December 31, 2015 | 261 | $ | 1.58 | |||
Granted | 170 | 0.55 | ||||
Vested | (68 | ) | 1.67 | |||
Forfeited | — | — | ||||
Unvested restricted shares outstanding, June 30, 2016 | 363 | $ | 1.08 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Cost of revenue | $ | 2 | $ | 2 | $ | 4 | $ | (20 | ) | ||||||
Research and development | 1 | 1 | 2 | (4 | ) | ||||||||||
Sales and marketing | — | 2 | — | (29 | ) | ||||||||||
General and administrative | 24 | 33 | 141 | 32 | |||||||||||
$ | 27 | $ | 38 | $ | 147 | $ | (21 | ) |
Restricted Stock Units | Weighted Average Grant Price | |||||
Unvested restricted stock units outstanding, December 31, 2015 | 2,164 | $ | 1.02 | |||
Granted | 1,677 | 0.49 | ||||
Vested | (387 | ) | 0.92 | |||
Forfeited | (246 | ) | 0.91 | |||
Unvested restricted stock units outstanding, June 30, 2016 | 3,208 | $ | 0.76 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Cost of revenue | $ | 9 | $ | 3 | $ | 17 | $ | 5 | |||||||
Research and development | 10 | 3 | 19 | 5 | |||||||||||
Sales and marketing | (3 | ) | 2 | 1 | 3 | ||||||||||
General and administrative | 84 | 80 | 161 | 145 | |||||||||||
$ | 100 | $ | 88 | $ | 198 | $ | 158 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net loss | $ | (605 | ) | $ | (269 | ) | $ | (1,316 | ) | $ | (503 | ) | |||
Less: preferred stock dividends | 3 | 5 | 6 | 10 | |||||||||||
Net loss attributable to common stockholders | $ | (608 | ) | $ | (274 | ) | $ | (1,322 | ) | $ | (513 | ) | |||
Weighted average shares outstanding - basic and diluted | 35,492 | 35,400 | 35,474 | 35,466 | |||||||||||
Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.01 | ) |
Year Ending December 31, | |||
Remaining 2016 | $ | 147 | |
2017 | 301 | ||
2018 | 308 | ||
2019 | 88 | ||
2020 | 23 | ||
$ | 867 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenue | |||||||||||||||
Video collaboration services | $ | 2,921 | $ | 3,772 | $ | 5,909 | $ | 8,052 | |||||||
Network services | 2,017 | 2,598 | 4,364 | 5,325 | |||||||||||
Professional and other services | 150 | 158 | 333 | 314 | |||||||||||
Total revenue | $ | 5,088 | $ | 6,528 | $ | 10,606 | $ | 13,691 |
(i) | approximately 52% and 44% of the decreases between the 2016 Quarter and the 2015 Quarter and the 2016 Period and the 2015 Period, respectively, are due to lower customer demand for video meeting suites as a result of increased usage of desktop and mobile video products and technologies; |
(ii) | approximately 30% and 38% of the decreases between the 2016 Quarter and the 2015 Quarter and the 2016 Period and the 2015 Period, respectively, are due to a loss of a significant customer as of June 30, 2015 (and thus no revenue for this customer in the 2016 Quarter and 2016 Period - see Note 11 in Notes to the Condensed Consolidated Financial Statements above); and |
(iii) | the remaining decreases for these periods are attributable to net attrition of other customers and other factors. |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net loss | $ | (605 | ) | $ | (269 | ) | $ | (1,316 | ) | $ | (503 | ) | |||
Depreciation and amortization | 508 | 560 | 1,054 | 1,115 | |||||||||||
Interest and other expense, net | 375 | 372 | 755 | 731 | |||||||||||
Income tax expense | 34 | — | 71 | ||||||||||||
EBITDA | 312 | 663 | 564 | 1,343 | |||||||||||
Stock-based compensation | 216 | 223 | 528 | 336 | |||||||||||
Severance | 40 | (3 | ) | 97 | 50 | ||||||||||
Impairment charges | 25 | 9 | 25 | 134 | |||||||||||
Adjusted EBITDA | $ | 593 | $ | 892 | $ | 1,214 | $ | 1,863 |
Exhibit Number | Description | |
10.1 | Severance and Release Agreement between Glowpoint, Inc. and Gary Iles, dated as of June 10, 2016 (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 16th, 2016 and incorporated herein by reference). | |
31.1* | Rule 13a—14(a)/15d—14(a) Certification of the Chief Executive Officer. | |
31.2* | Rule 13a—14(a)/15d—14(a) Certification of the Chief Financial Officer. | |
32.1* | Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
GLOWPOINT, INC. | ||
8/4/2016 | By: | /s/ Peter Holst |
Peter Holst | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
8/4/2016 | By: | /s/ David Clark |
David Clark | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Glowpoint, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of Glowpoint, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
1. | The accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 01, 2016 |
|
Document and Entity Information | ||
Entity Registrant Name | GLOWPOINT, INC. | |
Entity Central Index Key | 0000746210 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 35,855,000 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Stockholders’ equity: | ||
Preferred stock Series A-2, convertible, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock Series A-2, stated value | $ 7,500 | $ 7,500 |
Preferred stock Series A-2, shares authorized (in shares) | 7,500 | 7,500 |
Preferred stock Series A-2, shares issued (in shares) | 32 | 32 |
Preferred stock Series A-2, shares outstanding (in shares) | 32 | 32 |
Preferred stock Series A-2, liquidation value | $ 237,000 | $ 237,000 |
Common stock, convertible, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 36,059,000 | 35,899,000 |
Common stock, shares outstanding (in shares) | 35,855,000 | 35,710,000 |
Treasury stock, shares (in shares) | 204,000 | 179,000 |
Business Description and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | Business Description and Basis of Presentation Business Description Glowpoint, Inc. (“Glowpoint” or “we” or “us” or the “Company”) is a managed service provider of video collaboration and network applications. Our services are designed to provide a comprehensive suite of automated and concierge applications to simplify the user experience and expedite the adoption of video as the primary means of collaboration. Our customers include Fortune 1000 companies, along with small and medium enterprises in a variety of industries. We market our services globally through a multi-channel sales approach that includes direct sales and channel partners. The Company was formed as a Delaware corporation in May 2000. The Company operates in one segment and therefore segment information is not presented. Principles of Consolidation The condensed consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiary, GP Communications, LLC, whose business function is to provide interstate telecommunications services for regulatory purposes. All material inter-company balances and transactions have been eliminated in consolidation. Quarterly Financial Information and Results of Operations The condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2016, the results of operations for the three and six months ended June 30, 2016 and 2015, the statement of stockholders’ equity for the six months ended June 30, 2016 and the statement of cash flows for the six months ended June 30, 2016 and 2015. The results of operations for the three and six months ended June 30, 2016, and cash flows for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2015 was derived from audited financial statements as of December 31, 2015. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and the footnotes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. |
Liquidity and Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern As of June 30, 2016, we had $1,480,000 of cash and a working capital deficit of $6,383,000. Our cash balance as of June 30, 2016 includes restricted cash of $51,000 (as discussed in Note 4). For the six months ended June 30, 2016, we generated a net loss of $1,316,000 and net cash provided by operating activities of $312,000. We generated cash flow from operations even though we incurred a net loss as our net loss includes non-cash operating expenses (as shown on the condensed consolidated statements of cash flows). In October 2013, the Company entered into a loan agreement by and among the Company and its subsidiary, and Main Street Capital Corporation (“Main Street”), as lender and as administrative agent and collateral agent for itself and the other lenders from time to time party thereto. On February 27, 2015 the Company and Main Street entered into an amendment to the loan agreement to revise certain of the Company’s financial covenants and ratio levels (as amended, the “Main Street Loan Agreement”). The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”) and a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). As of June 30, 2016, the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan and no outstanding borrowings on the Main Street Revolver. As of June 30, 2016, Main Street owns 7,711,517 shares, or 22%, of the Company’s common stock. The Main Street Loan Agreement contains certain financial covenants that are measured on a quarterly basis. The Company breached its debt to Adjusted EBITDA ratio covenant as of June 30, 2016, which constitutes an event of default under the Main Street Loan Agreement. We are currently in discussions with Main Street with respect to a possible waiver of the existing default. While a default exists under the Main Street Loan Agreement, we are not able to borrow under the Main Street Revolver, and any extension of the maturity of the Main Street Revolver is not permitted. If we are not able to obtain a waiver of the existing default, Main Street may seek a variety of remedies under the loan documents including, without limitation, acceleration of the indebtedness owing to Main Street. Based on the Company’s current financial projections, we believe that it is likely that the Company will breach both of the financial covenants in the Main Street Loan Agreement as of September 30, 2016 and in the future. Accordingly, in addition to a current waiver, we are exploring various alternatives to renegotiate our financial covenants and address our liquidity issues, including, without limitation, a potential restructuring of the Main Street and SRS indebtedness, a capital raise, conversion of a portion of our debt to equity or a debt refinancing. In connection with the October 2012 acquisition of Affinity VideoNet, Inc. (“Affinity”), the Company issued a promissory note (the “SRS Note”) to Shareholder Representative Services LLC (“SRS”), on behalf of the prior stockholders of Affinity. As of June 30, 2016 and December 31, 2015, the principal balance on the SRS Note was $1,785,000. As of June 30, 2016, accrued interest expense on the SRS Note was $394,000. The maturity date of the amended SRS Note is July 6, 2017. Effective March 1, 2015, the interest rate on the SRS Note is 15% per annum. Payment of all interest earned after March 1, 2015 is due on July 6, 2017, unless certain trailing AEBITDA targets are met as defined in the amended SRS Note. Given that the maturity date of the SRS Note (July 6th, 2017) falls within twelve months following the filing of this Report, the Company believes that, based on our current projection of revenue, expenses, capital expenditures and cash flows, it will not have sufficient resources and cash flows to service its debt obligations, including repayment of the SRS Note, and fund its operations for at least the next twelve months following the filing of this Report. In addition, there can be no assurances that we will be able to access the availability from the Main Street Revolver and/or Main Street Term Loan in the future. While we expect to continue to adjust our cost of revenue and other operating expenses to partially offset the impact of revenue declines associated with our legacy services, a restructuring of our debt or capital infusion is necessary to fund our obligations. In the event that our lenders accelerate the repayment of the indebtedness under any loan agreement, we would not have sufficient resources and/or cash flow to repay the indebtedness. We have renegotiated financial covenants and/or refinanced our indebtedness in the past but there is no assurance we will be able to successfully renegotiate or refinance all or any portion of our indebtedness in the future. If we were unable to repay or otherwise refinance the indebtedness under the loan agreements upon acceleration or when otherwise due, our lenders could foreclose on the collateral that secures our obligations under the loan agreements, which could force us into bankruptcy or liquidation. In the event we need access to capital to fund operations and provide growth capital beyond our existing Main Street credit facility, we would likely need to raise capital in one or more equity offerings. There can be no assurance that we will be successful in raising necessary capital or that any such offering will be on terms acceptable to the Company. If we are unable to access availability from the Main Street credit facility and/or raise additional capital that may be needed on terms acceptable to us, it could have a material adverse effect on the Company. The factors discussed above raise substantial doubt as to our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from these uncertainties. |
Summary of Significant Accounting Policies |
6 Months Ended |
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Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates Preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the condensed consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the allowance for doubtful accounts, deferred tax valuation allowance, accrued sales taxes, the valuation of goodwill, the valuation of intangible assets and their estimated lives, and the estimated lives and recoverability of property and equipment. Accounting Standards Updates In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We continue to evaluate the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and believe that the Company will use the retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. Management does not expect the adoption of ASU 2014-09 to have a material impact on our financial statements and disclosures. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Subtopic 740-10). The amendments in this update require deferred tax liabilities and assets be classified as non-current regardless of the classification of the underlying assets and liabilities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016. Earlier application is permitted. Management does not expect the adoption of ASU 2015-17 to have a material impact on our financial statements and disclosures. In February 2016, the FASB created Topic 842 and issued ASU 2016-02, Leases. The guidance in this update supersedes Topic 840, Leases. This ASU requires lessees to recognize a right-of-use assets and a lease liability, initially measured at the present value of the lease payments on the balance sheet. For public companies, the amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on our financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Subtopic 718). The guidance in this update involves several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim or annual period. Management does not expect the adoption of ASU 2016-09 to have a material impact on our financial statements and disclosures. Revenue Recognition Revenue billed in advance for video collaboration services is deferred until the revenue has been earned, which is when the related services have been performed. Other service revenue, including amounts passed through based on surcharges from our telecom carriers, related to the network services and collaboration services are recognized as service is provided. As the non-refundable, upfront installation and activation fees charged to the subscribers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the estimated life of the customer relationship. Revenue related to professional services is recognized at the time the services are performed, and presented as required by ASC Topic 605 “Revenue Recognition”. Revenues derived from other sources are recognized when services are provided or events occur. Allowance for Doubtful Accounts We perform ongoing credit evaluations of our customers. We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. We also record additional allowances based on our aged receivables, which are determined based on historical experience and an assessment of the general financial conditions affecting our customer base. If our actual collections experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We do not obtain collateral from our customers to secure accounts receivable. The allowance for doubtful accounts was $21,000 and $45,000 at June 30, 2016 and December 31, 2015, respectively. Taxes Billed to Customers and Remitted to Taxing Authorities We recognize taxes billed to customers in revenue and taxes remitted to taxing authorities in our cost of revenue. For the three and six months ended June 30, 2016, we included taxes of $216,000 and $470,000, respectively, in revenue, and we included taxes of $265,000 and $692,000, respectively, in cost of revenue. For the three and six months ended June 30, 2015, we included taxes of $259,000 and $589,000, respectively, in revenue, and we included taxes of $244,000 and $553,000, respectively, in cost of revenue. Goodwill, Intangible Assets and Long-Lived Assets Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment”. We test goodwill for impairment on an annual basis or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. We also evaluate impairment losses on long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization, when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying values of the assets exceed their fair values, then the related assets will be written down to fair value. The Company recorded impairment losses of $134,000 for the six months ended June 30, 2015, primarily consisting of furniture and leasehold improvements associated with the closure of our former New Jersey office. The Company recorded no impairment losses for the six months ended June 30, 2016. The continued future decline of our revenue, cash flows and/or stock price may give rise to a triggering event that may require the Company to record impairment charges to these assets in the future. Capitalized Software Costs The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software. All software development costs have been appropriately accounted for as required by ASC Topic 350-40 “Intangible – Goodwill and Other – Internal-Use Software”. Capitalized software costs are included in Property and Equipment on our condensed consolidated balance sheets and are amortized over three to four years. Software costs that do not meet capitalization criteria are expensed as incurred. For the three and six months ended June 30, 2016, we capitalized $97,000 and $159,000 of internal-use software costs, respectively, and we amortized $151,000 and $330,000, respectively, of these costs. For the three and six months ended June 30, 2015, we capitalized $330,000 and $853,000, respectively, and we amortized $197,000 and $322,000, respectively, of these costs. During the three and six months ended June 30, 2016, we recorded impairment losses of $25,000 related to capitalized software no longer in service. |
Restricted Cash |
6 Months Ended |
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Jun. 30, 2016 | |
Restricted Cash and Investments [Abstract] | |
Restricted Cash | Restricted Cash As of June 30, 2016 and December 31, 2015, our cash balance included restricted cash of $51,000 and $83,000, respectively. The $51,000 letter of credit that serves as the security deposit for our lease of office space in Colorado (as discussed in Note 10) is secured by an equal amount of cash pledged as collateral and such cash is held in a restricted bank account. |
Accrued Expenses and Other Liabilities |
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Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands):
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Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Debt Long-term debt consisted of the following (in thousands):
As discussed in Note 2, the Main Street Loan Agreement provides for the $11,000,000 Main Street Term Loan and the $2,000,000 Main Street Revolver. As of June 30, 2016, the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan and no outstanding borrowings on the Main Street Revolver. As of June 30, 2016, Main Street owned 7,711,517 shares, or 22%, of the Company’s common stock. Borrowings under the Main Street Term Loan and Main Street Revolver mature on October 17, 2018 and October 17, 2016, respectively, unless sooner terminated as provided in the Main Street Loan Agreement. The Main Street Loan Agreement provides that the Main Street Term Loan borrowings bear interest at 12% per annum and the Main Street Revolver borrowings bear interest at 8% per annum. Interest payments on the outstanding borrowings under both the Main Street Term Loan and Main Street Revolver are due monthly. The Company is required to make quarterly principal payments on the Main Street Term Loan through the maturity date in an amount equal to 50% of Excess Cash Flow generated by the Company during the trailing fiscal quarter (Excess Cash Flow is defined in the Main Street Loan Agreement and effectively equal to cash flow from operations less capital expenditures less principal payments on capital leases). In the event there are outstanding borrowings on the Main Street Revolver, any quarterly principal payments are first applied to the Main Street Revolver and then to the Main Street Term Loan. During the three and six months ended June 30, 2016, the Company made $400,000 of principal payments on the Main Street Revolver, of which $244,000 related to required payments based on Excess Cash Flow for the first quarter of 2016. During the three and six months ended June 30, 2015, the Company made no principal payments on the Main Street Term Loan or Main Street Revolver. The Company may prepay borrowings under the Main Street Loan Agreement at any time without premium or penalty, subject to certain notice and minimum prepayment requirements. The obligations of the Company under the Main Street Loan Agreement are secured by substantially all of the assets of the Company, including all intellectual property, equity interests in any subsidiaries, equipment and other personal property. The Main Street Loan Agreement contains standard representations, warranties and covenants for a transaction of its nature, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws and (iv) notification of certain events and covenants and restrictive provisions which may, among other things, limit the Company’s ability to sell assets, incur additional indebtedness, make investments or loans and create liens. The Main Street Loan Agreement also contains financial covenants, including a fixed charge coverage ratio covenant and a debt to Adjusted EBITDA (“AEBITDA”) ratio covenant as defined in the Main Street Loan Agreement. The Main Street Loan Agreement contains events of default customary for similar financings with corresponding grace periods, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults and a change in control. The Main Street Loan Agreement contains certain financial covenants that are measured on a quarterly basis. The Company breached its debt to Adjusted EBITDA ratio covenant as of June 30, 2016, which constitutes an event of default under the Main Street Loan Agreement. We are currently in discussions with Main Street with respect to a possible waiver of the existing default. While a default exists under the Main Street Loan Agreement, we are not able to borrow under the Main Street Revolver, and any extension of the maturity of the Main Street Revolver is not permitted. If we are not able to obtain a waiver of the existing default, Main Street may seek a variety of remedies under the loan documents including, without limitation, acceleration of the indebtedness owing to Main Street. Based on the Company’s current financial projections, we believe that it is likely that the Company will breach both of the financial covenants in the Main Street Loan Agreement as of September 30, 2016 and in the future. Accordingly, in addition to a current waiver, we are exploring various alternatives to renegotiate our financial covenants and address our liquidity issues, including, without limitation, a potential restructuring of the Main Street and SRS indebtedness, a capital raise, conversion of a portion of our debt to equity or a debt refinancing. As of June 30, 2016, the current portion of long-term debt recorded on the Company’s balance sheet was $8,843,000, and represents the outstanding borrowings on the Main Street Term Loan of $9,000,000, offset by unamortized deferred financing costs related to the Main Street Term Loan of $157,000. Although the maturity date of the Main Street Term Loan is October 17, 2018, the Company has classified this debt as current given the existing event of default (as described above) and potential acceleration of such indebtedness. Deferred financing costs related to our debt agreements of $161,000 and $197,000 are included as a direct deduction of the carrying amount of our debt as of June 30, 2016 and December 31, 2015, respectively. The financing costs are amortized using the effective interest method over the term of each loan through each maturity date. During the six months ended June 30, 2016 and 2015, amortization of deferred financing costs was $36,000 and $45,000, respectively. In connection with the October 2012 acquisition of Affinity VideoNet, Inc. (“Affinity”), the Company issued a promissory note (the “SRS Note”) to Shareholder Representative Services LLC (“SRS”), on behalf of the prior stockholders of Affinity. As of June 30, 2016, the principal balance on the SRS Note was $1,785,000, offset by unamortized deferred financing costs related to the SRS Note of $4,000. The maturity date of the amended SRS Note is July 6, 2017. Effective March 1, 2015, the interest rate on the SRS Note is 15% per annum. Payment of all interest earned after March 1, 2015 is due on July 6, 2017, unless certain trailing AEBITDA targets are met as defined in the amended SRS Note. The SRS Note is subordinate to borrowings under the Main Street Loan Agreement, and is only permitted to be repaid if permitted by the terms of the Main Street Loan Agreement. In addition, under the terms of the Subordination Agreement among the Company, SRS and Main Street, repayment of the principal and accrued interest on the SRS Note is permitted to occur only if the Company’s cash balance is 200% greater than the balance of the SRS Note. The Company is required to make monthly principal payments in the amount of $50,000 in the event the Company’s trailing three month AEBITDA exceeds $1,500,000. The Company is required to make additional payments on the principal amount over the remaining term of the SRS Note in an amount equal to 40% of the Company’s trailing six month Adjusted EBITDA less $3,000,000. During the six months ended June 30, 2016 and 2015, the Company was not required to make any principal payments on the SRS Note. As of June 30, 2016, accrued interest expense on the SRS Note was $394,000. |
Preferred Stock |
6 Months Ended |
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Jun. 30, 2016 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock | Preferred Stock Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of June 30, 2016, there were: 100 shares of Series B-1 Preferred Stock authorized, and no shares issued or outstanding; 7,500 shares of Series A-2 Preferred Stock authorized and 32 shares issued and outstanding; and 4,000 shares of Series D Preferred Stock authorized and no shares issued or outstanding. Each share of Series A-2 Preferred Stock has a stated value of $7,500 per share (the “A-2 Stated Value”), a liquidation preference equal to the A-2 Stated Value, and is convertible at the holder’s election into Common Stock at a conversion price per share of $2.9835 as of June 30, 2016. Therefore, each share of Series A-2 Preferred Stock is convertible into 2,514 shares of Common Stock as of June 30, 2016. The conversion price is subject to adjustment upon the occurrence of certain events set forth in our Certificate of Incorporation. During the six months ended June 30, 2016, there were no adjustments to the conversion price. The Series A-2 Preferred Stock is subordinate to the Series B-1 Preferred Stock but senior to all other classes of equity, has weighted average anti-dilution protection and, commencing on January 1, 2013, is entitled to cumulative dividends at a rate of 5% per annum, payable quarterly, based on the A-2 Stated Value. Once dividend payments commence, all dividends are payable at the option of the holder in cash or through the issuance of a number of additional shares of Series A-2 Preferred Stock with an aggregate liquidation preference equal to the dividend amount payable on the applicable dividend payment date. As of June 30, 2016, the Company has recorded $41,000 in accrued dividends on the accompanying condensed consolidated balance sheet related to the remaining Series A-2 Preferred Stock outstanding. In accordance with ASC Topic 815, we evaluated whether our convertible preferred stock contains provisions that protect holders from declines in our stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective preferred stock agreements based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and require a derivative liability. The Company determined no derivative liability is required under ASC Topic 815 with respect to our convertible preferred stock. A contingent beneficial conversion amount is required to be calculated and recognized when and if the adjusted conversion price of the convertible preferred stock is adjusted to reflect a down round stock issuance that reduces the conversion price below the $1.16 fair value of the common stock on the issuance date of the convertible preferred stock. |
Stock Based Compensation |
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Stock Based Compensation | Stock Based Compensation Glowpoint 2014 Equity Incentive Plan On May 28, 2014, the Glowpoint, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders. The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees and other eligible persons through the grant of equity awards. Awards may be granted under the 2014 Plan to officers, employees, directors and consultants of the Company or its subsidiary. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards and other awards, including stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Company’s common stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof, or any similar securities with a value derived from the value of or related to the Company’s common stock and/or returns thereon. A total of 4,400,000 shares of the Company’s common stock were initially available for issuance under the 2014 Plan. During the six months ended June 30, 2016, 1,677,000 restricted stock units and 170,000 restricted stock awards were granted under the 2014 Plan. As of June 30, 2016, 636,000 shares were available for issuance under the 2014 Plan. Glowpoint 2000 Stock Incentive Plan In June 2010, the Board terminated the Glowpoint 2000 Stock Incentive Plan (as amended, the “2000 Plan”). Notwithstanding the termination of the 2000 Plan, outstanding awards under the 2000 Plan will remain in effect in accordance with their terms. As of June 30, 2016, options to purchase a total of 17,000 shares of common stock were outstanding under the 2000 Plan. Glowpoint 2007 Stock Incentive Plan In May 2014, the Board terminated the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). Notwithstanding the termination of the 2007 Plan, outstanding awards under the 2007 Plan will remain in effect in accordance with their terms. As of June 30, 2016, options to purchase a total of 1,216,000 shares of common stock and 193,000 shares of restricted stock were outstanding under the 2007 Plan. Stock Options The Company periodically grants stock options to employees and directors in accordance with the provisions of our stock incentive plans, with the exercise price of the stock options being set at or above the closing price of our common stock at the date of grant. A summary of stock options granted, exercised, expired and forfeited under our stock incentive plans and stock options outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
Stock-based compensation expense related to stock options is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
The remaining unrecognized stock-based compensation expense for options as of June 30, 2016 was $196,000 and will be amortized over a weighted average period of approximately 0.56 years. There was no tax benefit recognized for stock-based compensation for the three and six months ended June 30, 2016 or 2015. No compensation costs were capitalized as part of the cost of an asset during the periods presented. |
Restricted Stock Awards |
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock | Restricted Stock Awards A summary of restricted stock awards granted, vested, forfeited and unvested outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
The number of shares of restricted stock awards vested during the six months ended June 30, 2016 includes 25,000 shares withheld and repurchased by the Company on behalf of employees to satisfy $13,000 of tax obligations relating to the vesting of such shares. Such shares are held in the Company’s treasury stock as of June 30, 2016. Stock-based compensation expense related to restricted stock awards is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
During the six months ended June 30, 2016, the Company recorded $93,000 in stock-based compensation expense related to 170,000 shares of restricted stock awards issued in lieu of payment of $84,000 in cash bonuses earned in 2014. During the six months ended June 30, 2015, the Company recorded a reversal of $88,000 in stock-based compensation expense of which $26,000 related to expense for unvested awards that were forfeited and $62,000 related to revised estimates for expense previously recorded on performance-based awards. Certain restricted stock awards have performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, compensation expense is recognized over the relevant performance period. For those awards not subject to performance criteria, the cost of the restricted stock awards is expensed, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period. The remaining unrecognized stock-based compensation expense for restricted stock awards as of June 30, 2016 was $247,000. Of this amount, $92,000 relates to time-based awards with a remaining weighted average period of 0.81 years. The remaining $155,000 of unrecognized stock-based compensation expense relates to performance-based awards for which expense will be recognized upon the Company achieving defined revenue targets and other financial goals and will expire 10 years from the grant date. There was no tax benefit recognized for stock-based compensation for the three and six months ended June 30, 2016 or 2015. No compensation costs were capitalized as part of the cost of an asset during the periods presented. |
Restricted Stock Units |
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Restricted Stock Units | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units | Restricted Stock Units A summary of restricted stock units granted, vested, forfeited and unvested outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
As of June 30, 2016, 387,000 vested restricted stock units remain outstanding as shares of common stock have not yet been delivered for these units in accordance with the terms of the restricted stock units. Stock-based compensation expense related to restricted stock units is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
Certain restricted stock unit awards have performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, compensation expense is recognized over the relevant performance period. For those awards not subject to performance criteria, the cost of the restricted stock unit awards is expensed, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period. The remaining unrecognized stock-based compensation expense for restricted stock units as of June 30, 2016 was $2,194,000. Of this amount $655,000 relates to time-based awards with a remaining weighted average period of 1.15 years. The remaining $1,539,000 of unrecognized stock-based compensation expense relates to performance-based awards for which expense will be recognized upon the Company achieving defined revenue targets and other financial goals over fiscal years 2016, 2017 and 2018. |
Net Loss Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Share | Net Loss Per Share Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. The weighted-average number shares of common stock outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at June 30, 2016 and 2015, are considered contingently returnable until the restrictions lapse and will not be included in the basic earnings per share calculation until the shares are vested. Unvested shares of our restricted stock do not contain non-forfeitable rights to dividends and dividend equivalents. Unvested restricted stock units are not included in calculations of basic net loss per share, as they are not considered issued and outstanding at time of grant. Diluted net loss per share includes the effect of all potentially dilutive securities on earnings per share. The difference between basic and diluted weighted average shares outstanding was the dilutive effect of unvested restricted stock, unvested restricted stock units, stock options, and preferred stock. For the three and six months ended June 30, 2016 and 2015, diluted net loss per share is the same as basic net loss per share due to the Company’s net loss attributable to common stockholders and the potential shares of common stock that could have been issuable have been excluded from the calculation of diluted net loss per share because the effects, as a result of our net loss attributable to common stockholders, would be anti-dilutive. The following table represents a reconciliation of the basic and diluted net loss per share computations contained in our condensed consolidated financial statements (in thousands, except per share data):
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Commitments and Contingencies |
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease two facilities in Denver, CO and Oxnard, CA that are under operating leases through December 2018 and March 2020, respectively. Both of these leases require us to pay increases in real estate taxes, operating costs and repairs over certain base year amounts. Lease payments for the three and six months ended June 30, 2016 were $72,000 and $146,000, respectively. Lease payments for the three and six months ended June 30, 2015 were $69,000 and $195,000, respectively. Future minimum rental commitments under all non-cancelable operating leases as of June 30, 2016, are as follows (in thousands):
Commercial Commitments We have entered into a number of agreements with our suppliers to purchase communications and consulting services. Some of the agreements require a minimum amount of services to be purchased over the life of the agreement, or during a specified period of time. Glowpoint believes that it will meet its commercial commitments. Historically, in certain instances where Glowpoint did not meet the minimum commitments, no penalties for minimum commitments have been assessed and the Company has entered into new agreements. It has been our experience that the prices and terms of successor agreements are similar to those offered by other suppliers. Glowpoint does not believe that any loss contingency related to a potential shortfall should be recorded in the consolidated financial statements because it is not probable, from the information available and from prior experience, that Glowpoint has incurred a liability. Contingencies On July 23, 2015, UTC Associates Inc. (“UTC”) filed suit in the United States District Court for the Southern District of New York against the Company. On September 22, 2015, the Company filed a motion to dismiss the complaint. On October 13, 2015, in response to the Company’s motion, UTC filed an amended complaint. On November 2, 2015, the Company filed a motion to dismiss the amended complaint. On February 1, 2016, the Court partially granted and partially denied the dismissal motion. The Court dismissed with prejudice the fraud claim and declined to dismiss the two breach of contract claims. This matter involves allegations that Glowpoint has failed to pay amounts allegedly due under a Technology Development & Operations Outsourcing arrangement dated June 30, 2010 (the “Proposal”). UTC seeks monetary damages totaling $2,107,000, including $1,107,000 for damages arising from the breach of an alleged guaranteed minimum provision, and $1,000,000 for damages arising from the breach of an alleged exclusivity provision. The Company believes that these claims are without merit and intends to vigorously defend itself. Accordingly, on April 1, 2016, the Company filed its answer to UTC’s Complaint and asserted counterclaims against UTC, including for breach of contract, fraud in the inducement, fraud in the execution and fraud, pursuant to which the Company is seeking a judgment awarding monetary damages against UTC in an amount to be determined at trial, voiding the Proposal ab initio and awarding the Company its costs and disbursements, including attorneys’ fees, incurred in defending the action. On April 25, 2016, UTC filed an answer to the Company’s counterclaims, denying such counterclaims and asserting purported defenses to them. The parties are presently engaged in discovery. Letters of Credit As of June 30, 2016, the Company had an outstanding irrevocable standby letter of credit with Wells Fargo Bank, N.A., for $51,000 to serve as our security deposit for our lease of office space in Colorado. See Note 4. |
Major Customers |
6 Months Ended |
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Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Major Customers | Major Customers Major customers are defined as direct customers or channel partners that account for more than 10% of the Company’s revenue. For the three months ended June 30, 2016, two major customers represented 17% and 12%, respectively, of our revenue. For the six months ended June 30, 2016, the same major customers represented 15% and 11%, respectively, of our revenue and represented 37% and 2%, respectively, of our accounts receivable balance at June 30, 2016. One additional customer accounted for 12% of our accounts receivable balance at June 30, 2016. For the three and six months ended June 30, 2015, one major customer represented 12% and 11%, respectively, of our revenue. This customer terminated the services provided by the Company as of June 30, 2015. One additional customer accounted for 10% of our revenue for both the three and six months ended June 30, 2015. |
Related Party Transactions |
6 Months Ended |
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Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company provides video collaboration services to ABM Industries, Inc. (“ABM”). James S. Lusk, who serves on the Board of Directors of the Company, was an officer of ABM from 2007 until April 2015. Revenues from ABM were $45,000 for the four months ended April 30, 2015. As of June 30, 2016, Peter Holst, the Company’s President and CEO and a prior stockholder of Affinity, held a 27% interest in the SRS Note, which was issued to SRS on behalf of the prior stockholders of Affinity in October 2012. See Note 6 for a description of the terms of the SRS Note. As of June 30, 2016, Main Street owns 7,711,517 shares, or 22%, of the Company’s common stock. Main Street is the Company’s senior debt lender (see Note 6). Transactions with related parties, including the transactions referred to above, are reviewed and approved by independent members of the Board of Directors of the Company in accordance with the Company’s Code of Business Conduct and Ethics. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
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Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiary, GP Communications, LLC, whose business function is to provide interstate telecommunications services for regulatory purposes. All material inter-company balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. |
Use of Estimates | Use of Estimates Preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the condensed consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the allowance for doubtful accounts, deferred tax valuation allowance, accrued sales taxes, the valuation of goodwill, the valuation of intangible assets and their estimated lives, and the estimated lives and recoverability of property and equipment. |
Accounting Standards Updates | Accounting Standards Updates In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We continue to evaluate the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and believe that the Company will use the retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. Management does not expect the adoption of ASU 2014-09 to have a material impact on our financial statements and disclosures. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Subtopic 740-10). The amendments in this update require deferred tax liabilities and assets be classified as non-current regardless of the classification of the underlying assets and liabilities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016. Earlier application is permitted. Management does not expect the adoption of ASU 2015-17 to have a material impact on our financial statements and disclosures. In February 2016, the FASB created Topic 842 and issued ASU 2016-02, Leases. The guidance in this update supersedes Topic 840, Leases. This ASU requires lessees to recognize a right-of-use assets and a lease liability, initially measured at the present value of the lease payments on the balance sheet. For public companies, the amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on our financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Subtopic 718). The guidance in this update involves several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim or annual period. Management does not expect the adoption of ASU 2016-09 to have a material impact on our financial statements and disclosures. |
Revenue Recognition | Revenue Recognition Revenue billed in advance for video collaboration services is deferred until the revenue has been earned, which is when the related services have been performed. Other service revenue, including amounts passed through based on surcharges from our telecom carriers, related to the network services and collaboration services are recognized as service is provided. As the non-refundable, upfront installation and activation fees charged to the subscribers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the estimated life of the customer relationship. Revenue related to professional services is recognized at the time the services are performed, and presented as required by ASC Topic 605 “Revenue Recognition”. Revenues derived from other sources are recognized when services are provided or events occur. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We perform ongoing credit evaluations of our customers. We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. We also record additional allowances based on our aged receivables, which are determined based on historical experience and an assessment of the general financial conditions affecting our customer base. If our actual collections experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We do not obtain collateral from our customers to secure accounts receivable. |
Taxes Billed to Customers and Remitted to Taxing Authorities | Taxes Billed to Customers and Remitted to Taxing Authorities We recognize taxes billed to customers in revenue and taxes remitted to taxing authorities in our cost of revenue. |
Goodwill, Intangible Assets and Long-Lived Assets | Goodwill, Intangible Assets and Long-Lived Assets Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment”. We test goodwill for impairment on an annual basis or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. We also evaluate impairment losses on long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization, when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying values of the assets exceed their fair values, then the related assets will be written down to fair value. |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software. All software development costs have been appropriately accounted for as required by ASC Topic 350-40 “Intangible – Goodwill and Other – Internal-Use Software”. Capitalized software costs are included in Property and Equipment on our condensed consolidated balance sheets and are amortized over three to four years. Software costs that do not meet capitalization criteria are expensed as incurred. |
Accrued Expenses and Other Liabilities (Tables) |
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Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands):
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Debt (Tables) |
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Schedule of Long-term Debt Instruments | Long-term debt consisted of the following (in thousands):
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Stock Based Compensation (Tables) - Stock Options |
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | A summary of stock options granted, exercised, expired and forfeited under our stock incentive plans and stock options outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
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Summary of Compensation Expense | Stock-based compensation expense related to stock options is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
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Restricted Stock Awards (Tables) - Restricted Stock |
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Restricted Stock Activity | A summary of restricted stock awards granted, vested, forfeited and unvested outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
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Summary of Compensation Expense | Stock-based compensation expense related to restricted stock awards is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
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Restricted Stock Units (Tables) - Restricted Stock Units |
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Restricted Stock Units Activity | A summary of restricted stock units granted, vested, forfeited and unvested outstanding as of, and changes made during, the six months ended June 30, 2016, is presented below (shares in thousands):
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Summary of Compensation Expense | Stock-based compensation expense related to restricted stock units is allocated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands):
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Net Loss Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table represents a reconciliation of the basic and diluted net loss per share computations contained in our condensed consolidated financial statements (in thousands, except per share data):
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Commitments and Contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum rental commitments under all non-cancelable operating leases as of June 30, 2016, are as follows (in thousands):
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Business Description and Basis of Presentation (Details) |
6 Months Ended |
---|---|
Jun. 30, 2016
segment
| |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Ownership percentage by parent | 100.00% |
Restricted Cash (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and cash equivalents, current | $ 51 | $ 83 |
Colorado | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, letter of credit | $ 51 |
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Accrued Expenses, Current [Abstract] | ||
Accrued compensation | $ 149 | $ 247 |
Accrued communication costs | 69 | 180 |
Accrued professional fees | 33 | 133 |
Accrued interest | 485 | 332 |
Other accrued expenses | 128 | 227 |
Deferred rent expense | 80 | 89 |
Deferred revenue | 58 | 105 |
Customer deposits | 179 | 179 |
Accrued expenses and other liabilities | $ 1,181 | $ 1,492 |
Debt (Details) - USD ($) |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Debt Instrument [Line Items] | ||
Long-term debt | $ 10,624,000 | $ 10,988,000 |
Less current maturities | (8,843,000) | (400,000) |
Long-term debt, net of current portion | 1,781,000 | 10,588,000 |
Promissory Note with Stockholder Representative | Promissory Note | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,781,000 | $ 1,780,000 |
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Debt instrument, unamortized discount | $ 4,000 | $ 5,000 |
Main Street Capital Corporation | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 8,843,000 | $ 8,808,000 |
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Debt instrument, unamortized discount | $ 157,000 | $ 192,000 |
Main Street Capital Corporation | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 400,000 |
Stock Based Compensation - Expense Allocation (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 93 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 90 | $ 97 | 184 | $ 199 |
Stock Options | General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 90 | $ 97 | $ 184 | $ 199 |
Net Loss Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Earnings Per Share [Abstract] | ||||
Net loss | $ (605) | $ (269) | $ (1,316) | $ (503) |
Less: preferred stock dividends | 3 | 5 | 6 | 10 |
Net loss attributable to common stockholders | $ (608) | $ (274) | $ (1,322) | $ (513) |
Weighted average shares outstanding - basic and diluted (in shares) | 35,492 | 35,400 | 35,474 | 35,466 |
Basic and diluted net loss per share (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.01) |
Commitments and Contingencies - Future Minimum Rental Commitments (Details) $ in Thousands |
Jun. 30, 2016
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2016 | $ 147 |
2017 | 301 |
2018 | 308 |
2019 | 88 |
2020 | 23 |
Total | $ 867 |
Related Party Transactions (Details) - USD ($) $ in Thousands |
4 Months Ended | |
---|---|---|
Apr. 30, 2015 |
Jun. 30, 2016 |
|
Director Affiliated Entity | ABM Industries, Inc. (ABM) | ||
Related Party Transaction [Line Items] | ||
Revenue, related parties | $ 45 | |
President and CEO | Promissory Note | Promissory Note with Stockholder Representative | ||
Related Party Transaction [Line Items] | ||
Interest in note payable, percentage | 27.00% | |
Main Street Capital Corporation | ||
Related Party Transaction [Line Items] | ||
Common shares owned by stockholder (in shares) | 7,711,517 | |
Common shares owned by stockholder, percentage | 22.00% |
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